ParkerVision, Inc.
PARKERVISION INC (Form: 10-Q, Received: 08/08/2013 16:06:02)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

(Mark One)

      (X)             QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30 , 2013

 

      (   )          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)   OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________to____________

 

Commission file number 0 00 -22904

 

PARKERVISION, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Florida

 

59-2971472

(State or other jurisdi ction of

 

I.R.S. Employer I dentification No

incorporation or organization)

 

 

 

7915 Baymeadows Way, S ui te 400

Jacksonville, Florida 32256 

(Address of principal executive offices)

 

(904) 732-6100

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No __.

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such file).    Yes X     No __.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.   See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.   (Check one):

 

 

 

 

Large accelerated filer __

 

Accelerated filer           X

Non-accelerated filer     __ (Do not check if a   smaller reporting company)

 

Smaller reporting company __

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __     No X .

 

As of August   7 , 2013, 92, 411 ,029   shares of the i ssuer’s c ommon s tock, $.01 par value, were outstanding.

 


 

 

 

TABLE OF CONTENTS

 

 

 

PART I -  FINANCIAL INFORMATION

 

 

Item 1.    Financial Statements (Unaudited)

Item 2.    Management’s Discussion and Analysis of Financial Condition

and Results of Operations

11 

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

15 

Item 4.    Controls and Procedures

15 

 

 

PART II - OTHER INFORMATION

 

Item 1.    Legal Proceedings

15 

Item 1A. Risk Factors

15 

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

15 

Item 3.    Defaults Upon Senior Securities

16 

Item 4.    Mine Safety Disclosures

16 

Item 5.    Other Information

16 

Item 6.    Exhibits

16 

 

 

SIGNATURES

18 

 

 

EXHIBIT INDEX

19 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2


 

 

PAR T I - FINANCIAL INFORMATION

 

ITEM 1.  Financial Statements

PARKERVISION, INC.

BALANCE SHEETS

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

December 31,

 

2013

 

 

2012

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

$

324,452 

 

$

298,227 

Available for sale securities

 

13,332,224 

 

 

8,041,904 

Prepaid expenses and other

 

916,544 

 

 

977,310 

Total current assets

 

14,573,220 

 

 

9,317,441 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, net

 

360,896 

 

 

403,446 

 

 

 

 

 

 

INTANGIBLE ASSETS, net

 

8,760,481 

 

 

8,978,101 

 

 

 

 

 

 

OTHER ASSETS, net

 

22,055 

 

 

20,866 

Total assets

$

23,716,652 

 

$

18,719,854 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Accounts payable

$

745,548 

 

$

827,209 

Accrued expenses:

 

 

 

 

 

Salaries and wages

 

358,105 

 

 

295,194 

Professional fees

 

583,692 

 

 

902,411 

Other accrued expenses

 

247,186 

 

 

42,231 

Deferred rent, current portion

 

57,076 

 

 

75,144 

Total current liabilities

 

1,991,607 

 

 

2,142,189 

 

 

 

 

 

 

LONG TERM LIABILITIES

 

 

 

 

 

Capital lease, net of current portion

 

21,100 

 

 

33,915 

Deferred rent, net of current portion

 

4,540 

 

 

23,763 

Total long term liabilities

 

25,640 

 

 

57,678 

Total liabilities

 

2,017,247 

 

 

2,199,867 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

   

 

 

 

 

 

SHAREHOLDERS' EQUITY:

 

 

 

 

 

Common stock, $.01 par value, 150,000,000 shares authorized, 88,647,373

 

 

 

 

 

and 82,903,609 shares issued and outstanding at June 30, 2013 and

 

 

 

 

 

December 31, 2012, respectively  

 

886,474 

 

 

829,036 

Accumulated other comprehensive loss

 

(29,230)

 

 

(20)

Warrants outstanding

 

939,445 

 

 

1,081,050 

Additional paid-in capital

 

295,630,417 

 

 

276,748,336 

Accumulated deficit

 

(275,727,701)

 

 

(262,138,415)

Total shareholders' equity

 

21,699,405 

 

 

16,519,987 

Total liabilities and shareholders' equity

$

23,716,652 

 

$

18,719,854 

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

 

 

3


 

 

PARKERVISION, INC.

 

STATEMENTS OF COMPREHENSIVE LOSS

 

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

June 30,

 

June 30,

 

2013

 

 

2012

 

 

2013

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Engineering services revenue

$

 

$

 

$

 

$

Cost of sales

 

 

 

 

 

 

 

Gross margin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development expenses

 

2,576,103 

 

 

1,789,313 

 

 

4,941,577 

 

 

3,827,836 

Marketing and selling expenses

 

426,208 

 

 

362,715 

 

 

823,135 

 

 

758,073 

General and administrative expenses

 

4,148,372 

 

 

2,929,019 

 

 

7,860,189 

 

 

4,569,735 

Total operating expenses

 

7,150,683 

 

 

5,081,047 

 

 

13,624,901 

 

 

9,155,644 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

25,433 

 

 

23,409 

 

 

39,633 

 

 

30,262 

Interest expense

 

(1,864)

 

 

(2,889)

 

 

(4,018)

 

 

(3,198)

Total interest and other income and interest expense

 

23,569 

 

 

20,520 

 

 

35,615 

 

 

27,064 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

(7,127,114)

 

 

(5,060,527)

 

 

(13,589,286)

 

 

(9,128,580)

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss) income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

Unrealized (loss) gain on available for sale securities

 

(36,290)

 

 

(32)

 

 

(29,210)

 

 

10,418 

Other comprehensive (loss) income, net of tax

 

(36,290)

 

 

(32)

 

 

(29,210)

 

 

10,418 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss

$

(7,163,404)

 

$

(5,060,559)

 

$

(13,618,496)

 

$

(9,118,162)

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per common share

$

(0.08)

 

$

(0.07)

 

$

(0.16)

 

$

(0.13)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

4


 

 

PARKERVISION, INC.

 

STATEMENTS OF CASH FLOWS

 

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

2013

 

 

2012

 

 

2013

 

 

2012

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(7,127,114)

 

$

(5,060,527)

 

$

(13,589,286)

 

$

(9,128,580)

Adjustments to reconcile net loss to net cash used in

 

 

 

 

 

 

 

 

 

 

 

operating activities:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

310,145 

 

 

308,322 

 

 

618,163 

 

 

615,688 

Share-based compensation

 

2,282,273 

 

 

1,120,482 

 

 

4,041,517 

 

 

1,443,598 

Loss on disposal of assets

 

126 

 

 

895 

 

 

126 

 

 

895 

Realized (gain) loss on available for sale securities

 

(3,085)

 

 

(32)

 

 

(8,789)

 

 

2,151 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

Prepaid expenses and other assets

 

289,707 

 

 

(32,813)

 

 

59,577 

 

 

122,730 

Accounts payable and accrued expenses

 

49,652 

 

 

(176,287)

 

 

(134,293)

 

 

37,592 

Deferred rent

 

(17,320)

 

 

(18,762)

 

 

(37,291)

 

 

(36,264)

Total adjustments

 

2,911,498 

 

 

1,201,805 

 

 

4,539,010 

 

 

2,186,390 

Net cash used in operating activities

 

(4,215,616)

 

 

(3,858,722)

 

 

(9,050,276)

 

 

(6,942,190)

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Purchase of investments available for sale

 

(22,347)

 

 

(7,763,873)

 

 

(14,130,741)

 

 

(7,772,908)

Proceeds from sale of investments

 

4,185,000 

 

 

2,690,000 

 

 

8,820,000 

 

 

6,165,000 

Payments for patent costs and other intangible assets

 

(141,528)

 

 

(285,169)

 

 

(310,141)

 

 

(537,901)

Purchases of property and equipment

 

(26,025)

 

 

(6,545)

 

 

(47,978)

 

 

(101,189)

Net cash provided by (used in) investing activities

 

3,995,100 

 

 

(5,365,587)

 

 

(5,668,860)

 

 

(2,246,998)

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Net proceeds from issuance of common stock in public and private

 

 

 

 

 

 

 

 

 

 

 

offerings

 

 

 

8,318,371 

 

 

14,308,428 

 

 

8,318,371 

Net proceeds from exercise of options and warrants

 

243,235 

 

 

912,591 

 

 

447,969 

 

 

912,591 

Principal payments on capital lease obligation

 

(5,621)

 

 

(9,478)

 

 

(11,036)

 

 

(16,490)

Net cash provided by financing activities

 

237,614 

 

 

9,221,484 

 

 

14,745,361 

 

 

9,214,472 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

17,098 

 

 

(2,825)

 

 

26,225 

 

 

25,284 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, beginning of period

 

307,354 

 

 

241,547 

 

 

298,227 

 

 

213,438 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, end of period

$

324,452 

 

$

238,722 

 

$

324,452 

 

$

238,722 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

5


 

 

 

 

PARKERVISION, INC.

 

CONDENSED NOTES TO FINANCIAL STATEMENTS

 

(UNAUDITED)

1.  Description of Business

 

ParkerVision, Inc. (“We”, the “Company”, or “ParkerVision”) is in the business of innovating fundamental wireless technologies.   We design, develop and market our proprietary radio frequency (“RF”) technologies and products for use in semiconductor circuits for wireless communication products.   Our business is expected to include licensing of our intellectual property and/or the sale of integrated circuits based on our technology for incorporation into wireless devices designed by our customers.   In addition, from time to time, we offer engineering consulting and design services to our customers, for a negotiated fee, to assist them in developing prototypes and/or products incorporating our technologies

 

2.  Liquidity and Capital Resources

 

Our future business plans call for continued investment in sales, marketing, customer support and product development for our technologies and products, as well as investment in continued protection of our intellectual property including prosecution of new patents and defense of existing patents.  Our ability to generate revenues sufficient to offset costs is subject to our ability to successfully support our customers in completing their initial product designs incorporating our technologies, our ability to secure a reasonable share of the market through additional product offerings with our current customers and/or the addition of new customers, and our ability to defend our intellectual property. 

 

We do not expect that revenue generated from the sale of our RF chipsets in 2013 , if any, will be sufficient to cover our operational expenses .  Our current capital resources include $ 13.7   million   in cash and available for sale securities at June 30 , 2013 and approximately $13 million in net proceeds from our August 2013   sale of common stock (see Note 8) T hese resources are sufficient to support our   currently projected liquidity requirements for at least the next twelve months.

 

We operate in a highly competitive industry with rapidly changing and evolving technologies.  Many of our potential competitors have substantially greater financial, technical and other resources.  We have made significant investments in developing our technologies and products, the returns on which are dependent upon the generation of future revenues for realization.  The long-term continuation of our business plan is dependent upon the generation of sufficient revenues from our technologies and products to offset expenses.  In the event that we do not generate sufficient revenues, we will be required to obtain additional funding through public or private equity financing , short or long-term debt financing, and/or reduce our operating costs.  Failure to generate sufficient revenues, raise additional capital through debt or equity financings, and/or reduce operating costs could have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business objectives.

 

3.  Basis of Presentation

 

The accompanying unaudited financial statements for the period ended June 30 , 2013 were prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Operating results for the three   and six month s ended June 30 , 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 20 1 3 or future years All normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the financial condition and results of operations have been included. 

6


 

 

 

The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America These interim financial statements should be read in conjunction with our latest Annual Report on Form 10-K for the year ended December 31, 201 2

 

4 .   Accounting Policies

 

There have been no changes in accounting policies from those stated in the Annual Report on Form 10-K for the year ended December 31, 201 2 .  

 

5 .   Loss per Common Share

 

Basic loss per common share is determined based on the weighted-average number of common shares outstanding during each period.  Diluted loss per common share is the same as basic loss per common share as all common share equivalents are excluded from the calculation, as their effect is anti-dilutive. The weighted average number of common shares outstanding for the three months ended June 30, 2013 and 2012 were 88,436,532 and 74,58 1 ,69 7 , respectively.  The weighted average number of common shares outstanding for the six months ended June 30, 2013 and 2012 were 85,905,873 and 71,094,403 respectively.   

 

Options and warrants to purchase 9,848,142   and 8,98 4,639   shares of common stock were outstanding at June 30 ,   2013 and 2012, respectively.  In addition, unvested restricted stock units (“RSUs”), representing 950,136   and 602,168 shares of common stock, were outstanding at June 30, 2013 and 2012 , respectively.   These options , warrants and RSUs were excluded from the computation of diluted loss per common share as the ir effect would have been anti-dilutive.    

 

6 .   Intangible Assets

Intangible assets consist of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2013

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net Book Value

Patents and copyrights

$

18,601,132 

 

$

9,852,199 

 

$

8,748,933 

Prepaid licensing fees

 

574,000 

 

 

562,452 

 

 

11,548 

 

$

19,175,132 

 

$

10,414,651 

 

$

8,760,481 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net Book Value

Patents and copyrights

$

18,290,991 

 

$

9,329,438 

 

$

8,961,553 

Prepaid licensing fees

 

574,000 

 

 

557,452 

 

 

16,548 

 

$

18,864,991 

 

$

9,886,890 

 

$

8,978,101 

 

 

 

 

 

 

 

 

 

 

 

 

7 .  Share-Based Compensation

 

There has been no material change in the assumptions used to compute the fair value of our equity awards, nor in the method used to account for share-based compensation from those stated in our Annual Report on Form 10-K for the year ended December 31, 201 2

 

7


 

 

The following table presents share-based compensation expense included in our statements of comprehensive loss for the three and six months ended June 30, 2013 and 2012 , respectively:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

Six months ended

 

June 30,

 

 

June 30,

 

 

2013

 

 

2012

 

 

2013

 

 

2012

Research and development expense

$

343,246 

 

$

77,677 

 

$

704,841 

 

$

161,660 

Sales and marketing expense

 

70,191 

 

 

19,277 

 

 

143,857 

 

 

37,886 

General and administrative expense

 

1,868,836 

 

 

1,023,528 

 

 

3,192,819 

 

 

1,244,052 

Total share-based expense

$

2,282,273 

 

$

1,120,482 

 

$

4,041,517 

 

$

1,443,598 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2013 , we had approximately $ 5.5   million in unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation awards.  This cost is expected to be recognized over a weighted average period of approximatel y   1.5 year s

 

In November 2011, we issued 800,000 RSU s   to a consulting firm as a performance incentive in connection with a services agreement . These RSUs vest ed only upon achievement of certain market conditions, as measured based on the closing price of our common stock during a period ending on the earlier of (i) December 31, 201 3 or (ii) thirty days following termination of the related consulting agreement.  The issuance of the RSUs and the underlying shares is exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”).     As of June 30, 2013, all o f   the se   RSUs had vested based on achievement of relevant market conditions.  T he fair market value of the vested RSUs is measured based on the closing price of our common stock on the date of vesting .  For the three and six months ended June 30, 2013, we recognized expense related to these RSUs of a pproximately   $ 1,215,000 and $ 1,836,000 , respectively   which is included in general and administrative expense in the table of share-based compensation above .    

 

8 .   Stock Authorization and Issuance

 

On August 6, 2013, we completed the sale of an aggregate of 3,381,573 shares of our common stock, at a price of $ 3.80 per share, to a limited number of domestic institutional and other accredited investors in a private placement transaction pursuant to an offering exemption under the Securities Act of 1933.   The offering represented 4.0% of our outstanding common stock on an after-issued basis.   The aggregate net proceeds from this offering, after deduction of placement agent fees and other offering costs, are estimated to be approximately $13.0 million and will be used for general working capital purposes.

 

The common stock issued in the private offering will be registered by us for re-offer and re-sale by the investors.  We have committed to file the registration statement by the 20 th calendar day following the closing and to cause the registration statement to become effective by the 75 th calendar day following the closing (or, in the event of a “full review” by the Securities and Exchange Commission (“SEC”), by the 90 th day following the closing).   However, if we are notified by the SEC that the registration statement will not be reviewed or is no longer subject to further review and comments, we will cause the registration statement to become effective on the fifth trading day following such notice.  We will pay liquidated damages in the event we fail to file the registration statement or cause it to become effective by the deadlines set forth above, or if certain other events occur.  The amount of liquidated damages is one percent of the aggregate subscription amount paid by a purchaser for the shares affected by the event that are still held by the purchaser upon the occurrence of the event, and monthly thereafter, up to a maximum of six percent of the gross proceeds, or $839,399.

 

On March 26, 2013 , we completed the sale of an aggregate of 4,715,000   shares of our common stock, at a price of $ 3.25   per share, in an underwritten offering with Ladenburg Thalmann & Co. Inc. as underwriter .  The offering represented 5.4 % of our outstanding common stock on an after-issued basis.  The aggregate

8


 

 

net proceeds from this offering , after deduction of placement agent fees and other offering costs which are recorded to additional paid in capital in the accompanying balance sheets , were approximately $ 14.3   million .

 

The offering was made pursuant to our shelf registration statement on Form S-3 filed with the SEC on September 4, 2012 (File No. 333-183713) which was declared effective on September 11, 2012 , covering up to $ 25 million of our securities, and our registration statement on Form S-3 filed with the SEC on March 21, 2013 (File No. 333-187403), which became effective immediately upon filing pursuant to Rule 426(b) under the Securities Act, covering approximately an additional $ 2.5 million of our securities.  As of March 31, 2013, there were no additional securities available for issuance under the registration statement. 

During the three and six months ended June 30, 2013 , we issued 83,334 and 360,066 shares of our common stock upon the exercise of warrants issued in connection with the sale of equity securities for proceeds of approximately $73,000 and $263,000 , respectively.  These proceeds are included in the accompanying statement s of cash flows.

 

9 . Fair Value Measurements

 

We have determined the estimated fair value amounts of our financial instruments using available market information.  Our assets that are measured at fair value on a recurring basis include the following as of June 30, 2013 and December 31, 2012:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements

 

 

Total

 

 

Quoted Prices in Active Markets  (Level 1)

 

 

Significant Other Observable Inputs (Level 2)

 

 

Significant Unobservable Inputs (Level3)

June 30, 2013,

 

 

 

 

 

 

 

 

 

 

 

Available for sale securities:

 

 

 

 

 

 

 

 

 

 

 

Municipal bond mutual funds

$

13,332,224 

 

$

13,332,224 

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements

 

 

Total

 

 

Quoted Prices in Active Markets  (Level 1)

 

 

Significant Other Observable Inputs (Level 2)

 

 

Significant Unobservable Inputs (Level3)

December 31, 2012:

 

 

 

 

 

 

 

 

 

 

 

Available for sale securities:

 

 

 

 

 

 

 

 

 

 

 

Municipal bond mutual funds

$

8,041,904 

 

$

8,041,904 

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 0 .  Commitments and Contingencies

 

Legal Proceedings

 

From time to time, we are subject to legal proceedings and claims which arise in the ordinary course of

9


 

 

our business.  We believe, based upon advice from outside legal counsel, that the final disposition of such matters will not have a material adverse effect on our financial position, results of operations or liquidity.     

 

ParkerVision vs. Qualcomm, Inc.

On July 20, 2011, as amended on February 28, 2012, we filed a complaint in the United States District Court of the Middle District of Florida against Qualcomm Incorporated (“Qualcomm”) seeking unspecified damages and injunctive relief for infringement of six of our patents related to radio-frequency receivers and the down-conversion of electromagnetic signals (the “Complaint”).  Qualcomm filed an Answer and Counterclaim to our Complaint (the “Counterclaim”) in which Qualcomm denied infringement and alleged invalidity and unenforceability of each of our patents, including claims of patent unenforceability due to alleged inequitable conduct.  Qualcomm also named our long-time patent prosecution counsel, Sterne, Kessler, Goldstein & Fox PLLC (“SKGF”) as a co-defendant in its Counterclaim and further alleged that we aided and abetted SKGF in its alleged breach of fiduciary duty to Qualcomm and tortiously interfered with Qualcomm’s contractual relationship with SKGF.  Qualcomm also filed a motion to dismiss our claims of indirect patent infringement.  In March 2013, the court denied Qualcomm’s motion to dismiss. 

 

In November 2011, as amended in April 2012, we filed a motion to dismiss Qualcomm’s Counterclaims related to inequitable conduct, aiding and abetting, and tortious interference, and a motion to strike certain of Qualcomm’s affirmative defenses.  SKGF also filed a motion to dismiss Qualcomm’s claims against them.  In November 2012, the court granted SKGF’s motion and dismissed these claims without prejudice; and furthermore, the court abated Qualcomm’s Counterclaims against SKGF such that Qualcomm is unable to file an amended Counterclaim against SKGF until such time that the court lifts the abatement. 

 

In January 2013, the court dismissed with prejudice two of the three theories Qualcomm asserted in support of its claims of inequitable conduct.  The court also dismissed without prejudice and abated the aiding and abetting and tortious interference claims that related to the claims against SKGF that were dismissed.  Furthermore, Qualcomm’s affirmative defenses of inequitable conduct and unclean hands were stricken by the court.  In April 2013, Qualcomm filed an amended Counterclaim which dropped the remaining claims against us that relate to inequitable conduct. 

 

The court held a non-adversarial technology tutorial in July 2012 and a claim construction hearing in August 2012 where we and Qualcomm presented our respective arguments for the proposed construction of disputed claim terms.  On February 20, 2013, the court issued its claim construction ruling in which the court adopted our interpretation for approximately ninety percent of the key terms in dispute.

 

In May 2013, we filed a motion for summary judgment of no invalidity.   Also in May 2013, Qualcomm filed a motion for partial summary judgment to remove certain identified products from the case and to eliminate our claims of induced and contributory infringement for four of the six patents in the case.  In addition, in July 2013, both parties filed motions to disqualify certain of the opposing party’s expert testimony.  The court has not yet ruled on these motions. 

 

Fact discovery has concluded in this case and the trial is scheduled to begin on October 7, 2013.  At this time, we do not believe it is possible to predict the outcome of these proceedings.

 

 

Maxtak Capital Advisors LLC vs. ParkerVision

On December 28, 2011, Maxtak Capital Advisors LLC, Maxtak Partners LP and David Greenbaum (the “Plaintiffs”) filed a complaint in the United States District Court of New Jersey against us, our chief executive officer, Jeffrey Parker and one of our directors, Robert Sterne, alleging common law fraud and negligent misrepresentation of material facts concerning the effectiveness of our technology and our

10


 

 

success in securing customers.  The Plaintiffs are seeking unspecified damages, including attorneys’ fees and costs.  On March 3, 2012, we filed a motion to dismiss and a motion to transfer this case to the Middle District of Florida.  In October 2012, the court granted our motion to transfer the case to the Middle District of Florida.  In May 2013, the court denied our motion to dismiss.  Discovery has commenced in this case with a recently amended discovery cut-off date of July 1, 2014 and a trial date commencing February 2, 2015 .  We believe this matter is without merit and we do not anticipate that it will have a material adverse effect on our financial position, results of operations or liquidity .

 

ITEM 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

We believe that it is important to communicate our future expectations to our shareholders and to the public.  This report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including, in particular, statements about our future plans, objectives, and expectations contained in this Item.  When used in this report and in future filings by us with the Securities and Exchange Commission (“SEC”), the words or phrases “will likely result”, “management expects”, “we expect”, “will continue”, “is anticipated”, “estimated” or similar expressions are intended to identify “forward-looking statements.”  Readers are cautioned not to place undue reliance on such forward-looking statements, each of which speaks only as of the date made.  Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected, including the risks and uncertainties identified in our annual report on Form 10-K for the fiscal year ended December 31, 201 2 (the “Annual Report”) and in this Item 2 of Part I of this quarterly report.  Examples of such risks and uncertainties include general economic and business conditions, competition, unexpected changes in technologies and technological advances, the timely development and commercial acceptance of new products and technologies, reliance on key business and sales relationships, reliance on our intellectual property, the outcome of our intellectual property litigation and the ability to obtain adequate financing in the future.  We have no obligation to publicly release the results of any revisions which may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements.

 

Overview

 

We are in the business of innovating fundamental wireless technologies.   We design, develop and market our proprietary RF technologies and products for use in semiconductor circuits for wireless communication products.   Since 2005, we have generated no product or royalty revenue from our wireless technologies.  We have made significant investments in developing and protecting our technologies and products, the returns on which are dependent upon the generation of future revenues for realization. 

 

We are currently engaged in patent litigation with Qualcomm for their alleged infringement of a number of our patents that relate to our receiver intellectual property.  We believe the outcome of this litigation is an important factor in our ability to generate meaningful revenue from certain of our receiver technologies. Therefore, we have devoted substantial resources to this litigation, and expect to continue to do so in the foreseeable future.  The trial is scheduled to begin in October 2013.   Although our litigation team is working on a partial contingency basis, we expect to incur significant costs for legal and expert fees related to this litigation in 2013.

 

We have also devoted substantial resources to the development of RF products that interface with VIA Telecom Inc.’s (“VIA’s”) baseband processors.   In March 2013, we entered into a development agreement with VIA for the development and support of drivers between VIA’s baseband products and o ur RF chipsets and the ongoing support and maintenance of the custom interfaces between our products.     We have been working with VIA and a mutual customer since 2011 on the design and test of a mobile

11


 

 

handset solution using our RF chipset.  We believe our recent development agreement with VIA will provide the product integration and support necessary to incorporate our RF chipsets into one or more of the mutual customer’s mobile products.  In the event we secure product orders for our RF chipsets, we expect that available working capital will be used for initial production start-up costs, including test programs and production tooling.

 

Liquidity and Capital Resources

On March 26, 2013 , we completed the sale of an aggregate of 4, 715,000   shares of our common stock, at a price of $ 3.25   per share, under a s helf registration statement (File No. 333-183713) and a Rule 426(b) registration statement (File No. 333-187403), in an underwritten offering with Ladenburg Thalmann & Co. Inc. who acted as underwriter .  The offering represented 5. 4 % of our outstanding common stock on an after-issued basis.  The aggregate net proceeds from this offering , after deduction of placement agent fees and other offering costs, were approximately $ 14.3   million .

 

As of June 30, 2013 , we had working capital of approximately $ 12.6 million which represented an increase of approximately $ 5.4 million from working capital at December 31, 201 2 .  This increase in working capital is a result of approximately $ 14.3 million in net proceeds from the March 2013 offering and $ 0.4 million in proceeds from the exercise of stock options and warrants, less $ 9. 1 million to fund operations and $ 0.4 million used for patents and fixed assets during the first half of 2013 .   Our use of cash to fund operations increased approximately $ 2.1 million, or 30 %, during the six months ended June 30, 2013   when compared to the same period in 2012.  This increase in use of cash is primarily the result of an increase in   litigation related fees and expenses. 

 

Our future business plans call for continued investment in sales, marketing, customer support and product development for our technologies and products, as well as investment in continued protection of our intellectual property ,   including the prosecution of new patents and defense of existing patents.  Our ability to generate revenues sufficient to offset costs is subject to our ability to successfully support our customers in completing their initial product designs incorporating our technologies, our ability to secure a reasonable share of the market through additi onal product offerings with our customers , our ability to secure new customers for our products or technologies , and /or our ability to defend our intellectual property. 

 

R evenue generated from the sale of our RF chipsets in 2013 , if any,   will not be sufficient to cover our operational expenses, and we expect that our continued losses and use of cash will be funded from our available working capital .  In addition, we expect that available working capital may be used for initial production start-up costs, including test programs and production tooling, and for continued litigation expenses to defend our intellectual property.

 

On August 6, 2013, we completed the sale of an aggregate of 3,381,573 shares of our common stock, at a price of $3.80 per share, to a limited number of domestic institutional and other accredited investors in a private placement transaction pursuant to an offering exemption under the Securities Act of 1933.   The offering represented 4.0% of our outstanding common stock on an after-issued basis.   The aggregate net proceeds from this offering, after deduction of placement agent fees and other offering costs, are estimated to be approximately $13.0 million and will be used for general working capital purposes.

 

Our current capital resources , including the net proceeds from the August 2013 private placement transaction,   are sufficient to support our currently projected liquidity requirements for at least the next twelve months The long-term continuation of our business plan is dependent upon the generation of sufficient revenues from our technologies and products to offset expenses.  In the event that we do not generate sufficient revenues, we will be required to obtain additional funding through public or private equity financing, short or long-term debt financing, and/or reduce our operating costs.  Failure to generate sufficient revenues, raise additional capital through debt or equity financings, and/or reduce operating costs could have a material adverse effect on our ability to meet our long-term liquidity needs and achieve

12


 

 

our intended long-term business objectives.

 

The long-term continuation of our business plan through 201 3 and beyond is dependent upon the generation of sufficient revenues from our technologies and products to offset expenses.  In the event that we do not generate sufficient revenues, we will be required to obtain additional funding through public or private financing and/or further reduce operating costs.  Failure to generate sufficient revenues, raise additional capital through debt or equity financings, and/or further reduce operating costs could have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business objectives.  

 

Results of Operations for Each of the Three and Six M onths Ended June 30, 2013 and 2012

 

Revenue and Gross Margin

We had no product or royalty revenue for the three or six months ended June 30 , 201 3 or 201 2 .  We have been working with one of VIA’s largest mobile handset customers on the design and test of a handset solution incorporating our technology, the successful completion of which, we believe, will lead to the incorporation of our technology into one or more of this customer ’s products.  To the extent that our technology is incorporated in the form of integrated circuits supplied by us, additional working capital may be needed to support production start-up costs including test programs and production tooling.

 

In addition, we recently introduced new RF components incorporating our technologies that are being targeted at commercial, industrial and military markets.  

 

Research and Development Expenses

Research and development expenses consist primarily of engineering and related management and support personnel costs; fees for outside engineering design services which we use from time to time to supplement our internal resources; amortization and depreciation expense related to our patents and other assets used in product development; prototype production and materials costs, which represent the fabrication and packaging costs for prototype integrated circuits, as well as the cost of supporting components for prototype board development; software licensing and support costs, which represent the annual licensing and support maintenance for engineering design and other software tools; and rent and other overhead costs for our engineering design facility.  Personnel costs include share-based compensation amounts which have been determined based on the grant date fair value of equity-based awards to our employees and then recorded to expense over the vesting period of the award. 

 

Our research and development expenses in creased approximately $ 7 87 ,000, or 44 %, during the three months ended June 30 , 201 3 when compared to the same period in 201 2 .   This in crease is primarily due to an increase in outside professional fees of approximately $3 88 ,000 and an increase in share-based compensation expense of approximately $26 6 , 000    

 

Our research and development expenses increased approximately $1,114,000, or 29%, during the six months ended June 30, 2013 when compared to the same period in 2012.   This in crease is primarily due to an increase in share-based compensation expense of approximately $54 3 ,000 and an increase in outside professional fees of approximately $355,000. 

 

The increase in outside professional fees for the three and six month periods is the result of an increase in fees for outside design services, including the VIA development arrangement, as well as an increase in legal fees related to patent prosecution.  The increase in share-based compensation expense for the three and six month periods is the result of long-term incentive equity awards granted to engineering executives and employees in July 2012.

 

We expect a significant percentage of our current working capital will continue to be invested in our research and product development activities. However, cash expenditures for research and product

13


 

 

development activities will fluctuate on a quarter to quarter basis depending on the timing of various projects. 

 

Marketing and Selling Expenses

Marketing and selling expenses consist primarily of marketing and sales personnel costs, including share-based compensation and travel costs, and outside professional fees.  Marketing and selling expenses increased approximately $6 3 ,000, or 18%   during the three months ended June 30, 2013 when compared to the same period in 201 2 .  This in crease is primarily due to an increase in share-based compensation expense of approximately $5 1 ,000 as a result of long-term incentive equity awards granted to engineering executives and employees in July 2012 .

 

Marketing and selling expenses increased approximately $6 5 ,000, or 9 %   during the six months ended June 30, 2013 when compared to the same period in 2012.  This increase is primarily due to an increase in share-based compensation expense of approximately $ 10 6 ,000 as a result of long-term incentive equity awards granted to engineering executives and employees in July 2012 , partially offset by decreases in outside professional fees and personnel travel costs .

 

General and Administrative Expenses

General and administrative expenses consist primarily of executive, director, finance and administrative personnel costs, including share-based compensation, and costs incurred for insurance, shareholder relations and outside professional services, including litigation and other legal services. 

 

General and administrative expenses increased approximately $ 1,2 19 ,000, or 42 %, during the three months ended June 30, 2013 when compared to the same period in 201 2 .  This increase is primarily due to an increase in share-based compensation expense of approximately $ 845 ,000 and an increase in litigation fees of approximately $ 42 6 ,000.

 

General and administrative expenses increased approximately $ 3,290 ,000, or 7 2 %, during the six months ended June 30, 2013 when compared to the same period in 201 2 .  This increase is primarily due to an increase in share-based compensation expense of approximately $ 1,9 49 ,000 and an increase in litigation fees of approximately $ 1,2 49 ,000.

 

These increases in litigation fees are the result of fees and other expenses related to our patent infringement litigation against Qualcomm.  The increases in share-based compensation expense are the result of long-term equity incentive awards granted to executive, other administrative employees, and outside directors in July 2012 as well as the recognition of expense recognized upon vesting of performance based RSUs issued to a third-party in 2011.    

 

Net Loss and Net Loss per Common Share

Our net loss increased approximately $ 2 .1 million , or 41 %, during the three months ended June 30, 2013 when compared to the same period in 201 2 .  This increase is primarily the result of a $1 .2 million increase in total company share-based compensation expense along with a $ 0.4 million increase in litigation fees .  On a per share basis, our net loss for the three months ended June 30, 2013 increased $0.01, or 14% per common share when compared to the same period in 201 2 as a result of a   $2 .1 million increase in operating expenses, offset by a 19 % increase in the weighted average shares outstanding for the period.

 

Our net loss increased approximately $ 4 .5 million , or 49 %, during the six months ended June 30, 2013 when compared to the same period in 201 2 .  This increase is primarily the result of a $2 .6 million increase in total company share-based compensation expense along with a $1 .2 million increase in litigation fees .  On a per share basis, our net loss for the six months ended June 30, 2013 increased $0.03, or 23% per common share when compared to the same period in 201 2 as a result of a   $4 .5 million

14


 

 

increase in operating expenses, offset by a 2 1 % increase in the weighted average shares outstanding for the period.

 

Off-Balance Sheet Transactions, Arrangements and Other Relationships

As of June 30, 2013 , we had outstanding warrants to purchase 2,247,845 shares of common stock that were issued in connection with the sale of equity securities in various public and private placement transactions in 2009, 2010, and 2011. These warrants have exercise prices ranging from $0.54 to $1.88 per share, with a weighted average exercise price of $0. 80 and a weighted average remaining contractual life of approximately 2. 1 years.  The estimated fair value of these warrants of $ 939,445 is included in shareholders’ equity in our balance sheets. 

 

Critical Accounting Policies

There have been no changes in critical accounting policies from those stated in our Annual Report. 

 

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk. 

 

For the three and six months ended June 30, 2013, there were no material changes from the market risk information disclosed under Item 7A of Part II of our Annual Report .

 

ITEM 4.  Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

As of June 30 ,   2013, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our “disclosure controls and procedures , ” as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934 , as amended (the “Exchange Act” ).   Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of June 30, 2013 .  

 

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(e) under the Exchange Act that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control   over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1.  Legal Proceedings.

 

Refer ence is made to the section entitled “Legal Proceedings” in Note 1 0 to our unaudited financial statements for a discussion of current legal proceedings , which discussion is incorporated herein by reference

 

ITEM 1A.  Risk Factors.

 

There have been no material changes from the risk factors disclosed in Item 1A of Part I of our Annual Report .  In addition to the information in this quarterly report, the risk factors disclosed in our Annual Report should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition.   

 

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

15


 

 

ITEM 3. Defaults Upon Senior Securities.

 

None.

 

ITEM 4.  Mine Safety Disclosures.

 

Not applicable.

 

ITEM 5.  Other Information. 

 

On August 8 , 2013, we issued a press release announcing our results of operations and financial condition for the three and six months ended June 30, 2013.  The press release is attached hereto as Exhibit 99.1.

 

The foregoing information, including the exhibit related thereto, is furnished in response to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Registrant, except as shall be expressly set forth by specific reference in such document.

 

ITEM 6.  Exhibits .  

 

 

 

1.1

Underwriting Agreement, dated March 21, 2013 , between Registrant and Ladenburg Thalmann & Co. Inc. (incorporated by reference from Exhibit 1.1 of Current Report on Form 8-K filed March 21, 2013 )

 

 

3.1

Articles of Incorporation, as amended (incorporated by reference from Exhibit 3.1 of Registration Statement No. 33-70588-A)

3.2

Amendment to Amended Articles of Incorporation dated March 6, 2000 (incorporated by reference from Exhibit 3.2 of Annual Report on Form 10-K for the year ended December 31, 1999)

3.3

Bylaws, as amended (incorporated by reference from Exhibit 3.2 of Annual Report on Form 10-K for the year ended December 31, 1998)

 

 

3.4

Amendment to Certificate of Incorporation, dated July 17, 2000 (incorporated by reference from Exhibit 3.1 of Quarterly Report on Form 10-Q for the quarter ended June 30, 2000)

 

 

3. 5

Certificate of Designations of the Preferences, Limitations, and Relative Rights of Series E Preferred Stock, dated November 21, 2005 (incorporated by reference from Exhibit 4.02 of Form 8-K filed November 21, 2005)

3.6

Amended and Restated Bylaws (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed August 1 4 , 200 7 )

 

 

3.7

Articles of Amendment to Articles of Incorporation, dated October 3, 2012 (incorporated by reference from Exhibit 3.1   of Current Report on Form 8-K filed October 4, 2012)

 

 

3.8

Articles of Amendment to Articles of Incorporation, dated July 11, 2013 (incorporated by reference from Exhibit 3.1 of Current Report on Fo r m 8-K filed July 12, 2013)

 

 

10.1

Form of Securities Purchase Agreement (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed August 2, 2013)

 

 

10.2

List of Investors (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed August 2, 2013)

 

 

10.3

Form of Registration Rights Agreement (incorporated by reference from Exhibit A to Exhibit 10.1 of Current Report on Form 8-K filed August 2, 2013)

31.1

Section 302 Certification of Jeffrey L. Parker, CEO*

31.2

Section 302 Certification of Cynthia Poehlman, CFO*

32.1

 

99.1

Section 906 Certification*

 

Earnings Press Release*

101.INS

XBRL Instance Document*

101.SCH

XBRL Taxonomy Extension Schema*

101.CAL

XBRL Taxonomy Extension Calculation Linkbase*

101.DEF

XBRL Taxonomy Extension Definition Linkbase*

101.LAB

XBRL Taxonomy Extension Label Linkbase*

101.PRE

XBRL Taxonomy Extension Presentation Linkbase*

16


 

 

*Included herewith

17


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

ParkerVision, Inc.

Registrant

 

 

 

 

August 8 , 2013

By:   /s/ Jeffrey L. Parker

 

Jeffrey L. Parker

 

Chairman and Chief Executive Officer

 

(Principal Executive Officer)

 

 

 

 

 

August 8 , 2013

By:   /s/ Cynthia L. Poehlman

 

Cynthia L. Poehlman

 

Chief Financial Officer

 

(Principal Financial Officer and Principal

 

 Accounting Officer)

 

18


 

 

EXHIBIT INDEX

 

 

31.1

Section 302 Certification of Jeffrey L. Parker, CEO

31.2

Section 302 Certification of Cynthia Poehlman, CFO

32.1

 

99.1

Section 906 Certification

 

Earnings Press Release

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

101.DEF

XBRL Taxonomy Extension Definition Linkbase

101.LAB

XBRL Taxonomy Extension Label Linkbase

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

 

19


EXHIBIT 31.1

 

SECTION 302 CERTIFICATION

I, Jeffrey L. Parker, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of ParkerVision, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons fulfilling the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Ugust

 

 

 

Date: August 8 , 2013

Name: /s/ Jeffrey L. Parker

 

Title: Chief Executive Officer (Principal Executive Officer)

 


EXHIBIT 31.2

 

SECTION 302 CERTIFICATION

I, Cynthia Poehlman certify that:

1.  I have reviewed this Quarterly Report on Form 10-Q of ParkerVision, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a  material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s  most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report)  that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons fulfilling the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

 

 

 

 

 

Date: August 8 , 2013

Name :/s/Cynthia L. Poehlman

 

Title: Chief Financial Officer (Principal Financial and Accounting Officer)

 

 


EXHIBIT 32.1

 

SECTION 906 CERTIFICATION

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of ParkerVision, Inc. (the “Company”) on Form 10-Q, for the period ended June 30 , 2013 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

 

 

Ugust 7

 

 

 

Dated: August 8 , 2013

Name: /s/ Jeffrey L. Parker

 

Title: Chief Executive Officer (Principal

 

Executive Officer)

 

 

 

 

 

 

 

 

Dated: August 8 , 2013

Name: /s/ Cynthia L. Poehlman

 

Title: Chief Financial Officer  (Principal

 

Financial and Accounting Officer)

 

 


DESCRIPTION: 1 PARKERVISION_LOGO_BLACK    

                                                                      NEWS RELEASE

 

For Immediate Release :

 

 

PARKERVISION REPORTS SECOND QUARTER AND SIX-MONTH 2013 RESULTS

 

Management to Host Conference Call and Webcast Today at 4:30 p.m. ET

 

JACKSONVILLE, Fla., August 8, 2013 –   ParkerVision, Inc. (Nasdaq: PRKR) , a developer and marketer of semiconductor technology solutions for wireless applications, today announced results for the three and six month periods ended June 30, 2013.

 

Second Quarter 2013 Business Highlights and Recent Developments

 

·

Filed motion for summary judgment on no invalidity and filed rebuttals to Qualcomm’s motion for partial summary judgment in patent litigation case that is scheduled for trial beginning October 7, 2013 in Orlando, Florida.

 

·

Continued collaboration with baseband partner and Asia-based mobile handset manufacturer on  RF chipset solution.

 

·

Expanded product portfolio with introduction of three new RFIC products.

 

·

Ranked by The Patent Board® among the top 20 companies in the telecom and communications industry in the July 2013 Patent Scorecard analysis.

 

·

Awarded 7 new U.S. patents in the second quarter of 2013.  As of June 30, 2013, the Company held 228 U.S. and foreign patents and had approximately 45 patent applications pending.

 

·

Completed the private placement of approximately 3.7 million shares of common stock at $3.80 per share, generating net proceeds of approximately $13.0 million.

 

 

Jeffrey Parker, Chairman and Chief Executive Officer, commented, “We continued to progress in our patent infringement litigation against Qualcomm in the first half of 2013, and feel strongly about the merits of our case as we move closer to the start of trial in October. The last of the pretrial motions and their rebuttals have been filed with the Court, and we await the rulings on these matters. Meanwhile, we continue working closely with our team of experts and litigators as we prepare to present our case to a jury.

 

“Although the Qualcomm litigation has consumed a meaningful amount of our time and resources, I am pleased to report that we have continued to advance several other key strategic growth initiatives. Our close collaboration with VIA-Telecom and a leading handset OEM on a 3G CDMA RF-baseband solution for use by the OEM is moving forward. The results of testing thus far have been encouraging. The chipset is significantly outperforming the technology that our solution aims to replace in reducing power consumption of the CDMA transmit function, while delivering CDMA compliant performance and reducing heat generation. In addition to the


 

progress we are making in our chip commercialization efforts, we’re also pleased with the work done by 3LP Advisors pursuing business opportunities for our patented wireless innovations and our growing intellectual property portfolio.  Overall, we believe that the remainder of 2013 has the potential to be a period of significant success for ParkerVision and we look forward to sharing the details of these accomplishments as they occur.”

 

Second Quarter 2013 Financial Results

 

·

Net loss in the second quarter of 2013 was $7.1 million, or $0.08 per common share, as compared to a net loss of $5.1 million, or $0.07 per common share, for the second quarter of 2012. The year-over-year increase in net loss was the result of a $0.4 million increase in legal fees, primarily related to litigation, and a $1.2 million increase in non-cash share-based compensation expense.

 

·

Cash used for operations in the second quarter of 2013 was approximately $4.2 million as compared to $3.9 million during the second quarter of 2012. 

 

 

Financial Results for the Six Months Ended June 30, 2013

 

·

Net loss for the six months ended June 30, 2013 was $13.6 million, or $0.16 per common share, as compared to a net loss of $9.1 million, or $0.13 per common share, for first six months of 2012. The year-over-year increase in net loss for the six months ended June 30, 2013 was the result of a $1.2 million increase in legal fees, primarily related to litigation, and a $2.6 million increase in non-cash share-based compensation expense.

 

·

Cash used for operations in the first six months of 2013 was approximately $9.1 million, as compared to $6.9 million during comparable period in 2012. 

 

·

Cash and available for sale securities as of June 30, 2013 totaled $13.7 million, which does not include the proceeds from the recently completed offering.

 

 

Conference Call

The Company will host a conference call and webcast on August 8, 2013 at 4:30 p.m. Eastern to review its second quarter 2013 financial results. The conference call will be accessible by telephone at 1-877-561-2750 , at least five minutes before the scheduled start time.  International callers should dial 763-416-8565 . The conference call may also be accessed by means of a live webcast on our website at http://ir.parkervision.com/events.cfm . The conference call will also be archived and available for replay on our website at www.parkervision.com for a period of 90 days.

 

About ParkerVision

 

ParkerVision, Inc. designs, develops and markets its proprietary RF technologies which enable advanced wireless communications for current and next generation mobile communications networks. Its solutions for wireless transfer of radio frequency (RF) waveforms enable significant advancements in wireless products, addressing the needs of the cellular industry for efficient use of power, reduced cost and size, greater design simplicity and enhanced performance in


 

mobile handsets as the industry migrates to next generation networks. ParkerVision is headquartered in Jacksonville, Florida.  For more information please visit www.parkervision.com (PRKR-I)

 

Safe Harbor Statement

This press release contains forward-looking information.  Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made.  Such statements are subject to certain risks and uncertainties which are disclosed in the Company’s SEC reports, including the Form 10K for the year ended December 31, 2012 and the Form 10Q for the quarters ended March 31, 2013 and June 30, 2013. These risks and uncertainties could cause actual results to differ materially from those currently anticipated or projected.

 

Contact:

Cindy Poehlman Lee Roth

Chief Financial Officer or Vice President

ParkerVision, Inc. The Piacente Group

904-732-6100, 212-481-2050,

 

 

(TABLES FOLLOW)

 

 


 

ParkerVision, Inc.

Summary of Results of Operations (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

(in thousands, except per share amounts)

June 30,

 

June 30,

 

2013

 

2012

 

2013

 

2012

Service revenue

$

 -

 

$

 -

 

$

 -

 

$

 -

Cost of sales

 

 -

 

 

 -

 

 

 -

 

 

 -

  Gross margin

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 

 

 

 

 

 

 

 

 

 

Research and development expenses

 

2,576 

 

 

1,789 

 

 

4,942 

 

 

3,828 

Marketing and selling expenses

 

426 

 

 

363 

 

 

823 

 

 

758 

General and administrative expenses

 

4,149 

 

 

2,929 

 

 

7,860 

 

 

4,570 

  Total operating expenses

 

7,151 

 

 

5,081 

 

 

13,625 

 

 

9,156 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income and interest expense

 

24 

 

 

20 

 

 

36 

 

 

27 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(7,127)

 

$

(5,061)

 

$

(13,589)

 

$

(9,129)

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per common share

$

(0.08)

 

$

(0.07)

 

$

(0.16)

 

$

(0.13)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

88,437 

 

 

74,582 

 

 

85,906 

 

 

71,094 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Highlights

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Highlights (in thousands)

 

 

 

 

 

 

June 30, 2013

 

December 31,

 

(unaudited)

 

2012

Cash and available for sale securities

$

13,657 

 

$

8,340 

Prepaid and other current assets

 

917 

 

 

977 

Property and equipment, net

 

361 

 

 

404 

Intangible assets, net

 

8,760 

 

 

8,978 

Other assets

 

22 

 

 

21 

Total assets

 

23,717 

 

 

18,720 

 

 

 

 

 

 

Current liabilities

 

1,992 

 

 

2,142 

Long term liabilities

 

26 

 

 

58 

Shareholders’ equity

 

21,699 

 

 

16,520 

Total liabilities and shareholders’ equity

$

23,717 

 

$

18,720 

 

 

 

 

 

 

 

 

 

 

###